TROOPS, Inc. (TROO) restores Nasdaq $1.00 bid price rule compliance

Rhea-AI Filing Summary

TROOPS, Inc. reports that it has regained compliance with Nasdaq’s minimum bid price listing requirement. The company previously received a notice on May 1, 2025 that its ordinary shares had traded below the required $1.00 per share minimum bid price between March 18, 2025 and April 30, 2025 under Nasdaq Listing Rule 5550(a)(2). Nasdaq has now formally notified TROOPS, Inc. that the company is back in compliance after the closing bid price of its ordinary shares stayed at or above $1.00 per share for 17 consecutive business days from August 25, 2025 to September 16, 2025. Nasdaq considers the earlier bid price deficiency issue closed, meaning the company’s Nasdaq listing is no longer at risk from that specific deficiency.

Positive

• Regained Nasdaq compliance: TROOPS, Inc. restored compliance with Nasdaq Listing Rule 5550(a)(2) after its closing bid price stayed at or above $1.00 per share for 17 consecutive business days, closing a prior bid-price deficiency case.

Negative

• None.

Insights

Equity & Listing Rules Analyst

TROOPS, Inc. has cleared a Nasdaq bid-price deficiency and secured its current listing status.

TROOPS, Inc. confirms it has resolved a prior Nasdaq notice related to the exchange’s minimum bid price requirement. The earlier notice stemmed from the company’s shares closing below $1.00 between March 18, 2025 and April 30, 2025, which triggered a potential delisting process under Nasdaq Listing Rule 5550(a)(2).

Nasdaq has now determined the company is back in compliance because the closing bid price of its ordinary shares was at least $1.00 for 17 consecutive business days from August 25, 2025 to September 16, 2025. Nasdaq also states the prior bid price deficiency matter is closed, removing that specific compliance overhang.

This development is favorable for shareholders because it keeps the company listed on Nasdaq under the minimum bid price rule, which can help maintain trading liquidity and market visibility. Future disclosures in company filings may provide additional context if any other listing conditions become relevant.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001- 35016

TROOPS, Inc. 

(Registrant’s Name)

Unit A, 18/F, 8 Fui Yiu Kok Street,
Tsuen Wan, New Territories,
Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Notice of Regained Compliance with Nasdaq Listing Rules

As previously disclosed, on May 1, 2025, TROOPS, Inc. (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from March 18, 2025 to April 30, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

On September 18, 2025, the Company received formal notification from Nasdaq, that the Company has regained compliance. Nasdaq made this determination of compliance after the closing bid price of the Company’s ordinary shares was at $1.00 per share or greater for the 17 consecutive business days from August 25, 2025 to September 16, 2025. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers the prior bid price deficiency matter now closed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TROOPS, Inc.
Date: September 26, 2025	By:	/s/ Damian Thurnheer
		Damian Thurnheer
		President and Chief Executive Officer

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FAQ

What did TROOPS, Inc. (TROO) announce in this Form 6-K?

TROOPS, Inc. announced that Nasdaq has formally notified the company it has regained compliance with the exchange’s $1.00 minimum bid price requirement under Listing Rule 5550(a)(2), and that the previous deficiency matter is now closed.

Why was TROOPS, Inc. previously out of compliance with Nasdaq listing rules?

The company received a Nasdaq notice on May 1, 2025 because, from March 18, 2025 to April 30, 2025, the closing bid price of its ordinary shares was below the required $1.00 per share minimum under Nasdaq Listing Rule 5550(a)(2).

How did TROOPS, Inc. regain compliance with Nasdaq’s minimum bid price rule?

Nasdaq determined TROOPS, Inc. was back in compliance after the closing bid price of its ordinary shares was $1.00 per share or greater for 17 consecutive business days, from August 25, 2025 to September 16, 2025.

What does it mean that Nasdaq considers the bid price deficiency matter closed for TROO?

It means Nasdaq has confirmed TROOPS, Inc. now meets the minimum bid price requirement and has closed the prior deficiency case, so the company’s Nasdaq listing is no longer at risk from that specific issue.

Does this Form 6-K mention any changes to TROOPS, Inc.’s operations or finances?

The content focuses on Nasdaq listing compliance and the resolution of a minimum bid price deficiency; it does not describe changes to operations or financial results.